A director of a benefit corporation must consider the organization’s effect on the following:


  1. the benefit corporation’s shareholders
  2. the benefit corporation’s employees, workforce, subsidiaries and suppliers
  3. the interests of customers as beneficiaries of the benefit corporation’s general or specific public benefit
  4. community and societal factors, including those of the community where the offices or facilities of the benefit corporation or its subsidiaries or suppliers are located
  5. the local and global environment;
  6. the short and long-term interests of the benefit corporation;
  7. the ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.

In addition to what the directors of the benefit corporation must consider, they may consider the effects of any corporate action upon:

  1. The resources; intent; and past stated, and potential conduct of any person seeking to acquire control of the benefit corporation;
  2. other pertinent factors or the interests of any other person they deem appropriate.

The directors do not have to treat the interests of any particular person or concept referred to above preferentially unless that treatment is related to a specific public benefit identified in the benefit corporation’s certificate of incorporation.

As a director of a benefit corporation, the liability an individual is subject to is largely the same as that of a director of a typical business corporation.  They are not personally liable for monetary damages for a failure of the benefit corporation to create a general public benefit or any specific public benefit. Additionally, a director does not have a duty to any person who is a beneficiary of the benefit corporation’s general or specific public benefit.